-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LEv33Bc9zTsbSv7ReKlCvZ1nvBs6Tj+AxPkyRwZbeBNT1mNxMOMQG1VjKcRhDH8P ir1okicuajkrK3XgeiyBwA== 0001010521-96-000014.txt : 19960411 0001010521-96-000014.hdr.sgml : 19960411 ACCESSION NUMBER: 0001010521-96-000014 CONFORMED SUBMISSION TYPE: PRE 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960626 FILED AS OF DATE: 19960410 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANCOCK JOHN SOVEREIGN BOND FUND CENTRAL INDEX KEY: 0000045288 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 042528977 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRE 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-02402 FILM NUMBER: 96545841 BUSINESS ADDRESS: STREET 1: 101 HUNTINGTON AVE CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 6173751700 FORMER COMPANY: FORMER CONFORMED NAME: HANCOCK JOHN BOND FUND DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: HANCOCK JOHN BOND TRUST DATE OF NAME CHANGE: 19910704 FORMER COMPANY: FORMER CONFORMED NAME: HANCOCK JOHN BOND FUND INC DATE OF NAME CHANGE: 19841225 PRE 14A 1 SOVEREIGN BOND FUND As Filed with the Securities and Exchange Commission on April 10, 1996. SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ___) Filed by the registrant [X] Filed by a party other than the registrant [ ] Check the appropriate box: [X] Preliminary proxy statement [ ] Definitive proxy statement [ ] Definitive additional materials [ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12 JOHN HANCOCK SOVEREIGN BOND FUND (Name of Registrant as Specified in Its Charter) JOHN HANCOCK SOVEREIGN BOND FUND (Name of Person(s) Filing Proxy Statement) Payment of filing fee (check the appropriate box): [X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or Item 22(a)(2) or Schedule 14A (sent by wire transmission). JOHN HANCOCK SPECIAL VALUE FUND JOHN HANCOCK LIMITED-TERM GOVERNMENT FUND JOHN HANCOCK SOVEREIGN BOND FUND JOHN HANCOCK PACIFIC BASIN EQUITIES FUND JOHN HANCOCK GLOBAL Rx FUND JOHN HANCOCK GLOBAL MARKETPLACE FUND JOHN HANCOCK STRATEGIC INCOME FUND DATE Dear Fellow Shareholder: As an investor in one of the funds noted above, you are cordially invited to a special shareholder meeting on Wednesday, June 26, 1996, to be held at 9:00 A.M. in your Fund's office at the location shown on the enclosed proxy statement. You will notice that this proxy statement encompasses several funds. This is part of our effort to save printing and administrative expenses for your Fund -- and, therefore, for you. In fact, if you own more than one John Hancock Funds investment, you may separately receive other proxy statements pertaining to other funds in our fund family. Be sure to review and vote on these as well. ELECT YOUR FUND'S BOARD OF TRUSTEES At the upcoming shareholder meeting, you will be asked to elect the Board of Trustees for your Fund. Your trustees are responsible for protecting your interests as a shareholder of the Fund. Your proxy statement includes a list of nominees and a brief description of each individual's background. YOUR VOTE IS IMPORTANT! No matter how large or small your investment may be, your vote makes a difference. We urge you to review the enclosed proxy statement carefully, and to vote by completing, signing and returning the enclosed proxy ballot form(s) to us immediately. Your prompt response will help avoid the cost of additional mailings. For your convenience, we have enclosed a postage-paid envelope. If you have any questions, please call your John Hancock Funds Customer Service Representative at 1-800-225-5291, Monday through Friday between 8:00 A.M. and 8:00 P.M. Eastern time. Sincerely, /s/ Edward J. Boudreau, Jr. Edward J. Boudreau, Jr. Chairman and CEO PROXY #1 Draft 4/4/96 JOHN HANCOCK SPECIAL VALUE FUND (a series of John Hancock Capital Series) JOHN HANCOCK STRATEGIC INCOME FUND (a series of John Hancock Strategic Series) JOHN HANCOCK GLOBAL MARKETPLACE FUND JOHN HANCOCK GLOBAL RX FUND JOHN HANCOCK PACIFIC BASIN EQUITIES FUND (each a series of John Hancock World Fund) JOHN HANCOCK LIMITED TERM GOVERNMENT FUND JOHN HANCOCK SOVEREIGN BOND FUND (collectively, the "Funds") 101 Huntington Avenue Boston, Massachusetts 02199 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 26, 1996 A Special Meeting of Shareholders of each Fund will be held at the Funds' offices located on the 2nd floor at 101 Huntington Avenue, Boston, Massachusetts 02199, at 9:00 a.m., Eastern time, on Wednesday, June 26, 1996. The telephone number of each Fund is 1-800-225-5291. The Special Meetings of the Funds are expected to be held concurrently and are referred to collectively as the "Meeting." The purpose of the Meeting is to consider and act upon the following proposals: (1) To elect sixteen Trustees to hold office until their respective successors have been duly elected and qualified. (2) To transact other business that may properly come before the Meeting or any adjournment of the Meeting. YOUR BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE IN FAVOR OF THE PROPOSAL. Shareholders of record of each Fund as of the close of business on May 1, 1996 are entitled to notice of and to vote at the Meeting or any adjournment of the Meeting. The proxy statement and proxy card are being mailed to shareholders on or about May 17, 1996. THOMAS H. DROHAN Senior Vice President and Secretary WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY CARD. YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. Boston, Massachusetts May 17, 1996 -2- JOHN HANCOCK SPECIAL VALUE FUND (a series of John Hancock Capital Series) JOHN HANCOCK STRATEGIC INCOME FUND (a series of John Hancock Strategic Series) JOHN HANCOCK GLOBAL MARKETPLACE FUND JOHN HANCOCK GLOBAL RX FUND JOHN HANCOCK PACIFIC BASIN EQUITIES FUND (each a series of John Hancock World Fund) JOHN HANCOCK LIMITED TERM GOVERNMENT FUND JOHN HANCOCK SOVEREIGN BOND FUND (collectively, the "Funds") 101 Huntington Avenue Boston, Massachusetts 02199 PROXY STATEMENT GENERAL This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Trustees (the "Trustees") of each of the investment companies (the "Trusts") on behalf of themselves or their respective series (the "Funds") set forth below.
The Trusts The Funds Voting Procedures - ---------- --------- ----------------- John Hancock Capital Series John Hancock Special Value All classes voting together as a (the "Capital Series Trust") Fund (the "Special Value Fund") group John Hancock Strategic Series John Hancock Strategic Income All classes voting together as a (the "Strategic Series Trust") Fund (the "Strategic Income Fund") group John Hancock World Fund John Hancock Global Marketplace Each series and all classes (the "World Trust") Fund (the "Marketplace Fund") voting together as a group John Hancock Global Rx Fund (the "Rx Fund") John Hancock Pacific Basin Equities Fund (the "Pacific Basin Fund") John Hancock Limited Term John Hancock Limited Term All classes voting together as a Government Fund (the "Limited Government Fund (the "Limited group Term Trust") Term Fund") John Hancock Sovereign Bond John Hancock Sovereign Bond All classes voting together as a Fund (the "Sovereign Bond Fund (the "Sovereign Bond group Trust") Fund") For purposes of this Proxy Statement, the term "Funds" shall also include the Trusts where appropriate.
The proxies will be used at the special meeting of each Fund's shareholders to be held concurrently (collectively, the "Meeting") at the Funds' offices located on the 2nd floor at 101 Huntington Avenue, Boston, Massachusetts 02199, at 9:00 a.m., Eastern Time, on Wednesday, June 26, 1996. Proxies will be solicited by mail and may also be solicited in person or by telephone by officers, directors and/or registered representatives of the Funds' principal distributor, John Hancock Funds, Inc. ("John Hancock Funds"), and by employees, officers and/or directors of John Hancock Advisers, Inc. (the "Adviser"). In addition, the Funds' transfer agent, John Hancock Investor Services Corporation ("Investor Services") will solicit proxies in person and/or by telephone at a cost to each Fund of between $3,000 and $5,000. Investor Services plans to engage an independent proxy solicitation firm, __________________________ to assist it in soliciting proxies at an additional cost to each Fund of approximately $ ___________. The cost of preparing and mailing this Proxy Statement and the accompanying Notice and proxy card will be borne by each Fund. The mailing address of each Fund, the Adviser, John Hancock Funds and Investor Services is 101 Huntington Avenue, Boston, Massachusetts 02199. This Proxy Statement and the proxy card are being mailed to shareholders of each Fund on or about May 17, 1996. Each Fund will furnish without charge, a copy of its Annual Report and most recent Semi-Annual Report succeeding the Annual Report, if any, to any shareholder upon request. Shareholders desiring to obtain a copy of their Fund's report(s) should direct all written requests to the attention of their Fund, 101 Huntington Avenue, Boston, Massachusetts 02199 or should call John Hancock Funds at 1-800-225-5291. OUTSTANDING SHARES AND VOTING REQUIREMENTS The Trustees have fixed the close of business on May 1, 1996, as the record date (the "Record Date") for determining the shareholders of each Fund entitled to notice of and to vote at the Meeting. Shareholders of record of each Fund on the Record Date are entitled to one vote per share at the Meeting or any adjournment of the Meeting relating to their Fund. As of April 22, 1996, each Fund had the following number of shares of beneficial interest of each class outstanding: -2- Class A Shares Class B Shares Funds Outstanding Outstanding ----- ----------- ----------- Special Value Fund Strategic Income Fund Marketplace Fund Rx Fund Pacific Basin Fund Limited Term Fund Sovereign Bond Fund As of April 22, 1996, the following persons or entities owned beneficially or of record more than 5% of the outstanding Class A and Class B shares of each Fund: Owners of more Owners of more than 5% of than 5% of Funds Class A Shares Class B Shares ----- -------------- -------------- Special Value Fund Strategic Income Fund Marketplace Fund Rx Fund Pacific Basin Fund Limited Term Fund Sovereign Bond Fund SUMMARY OF VOTING ON PROPOSALS Although each Fund is participating separately in the Meeting, proxies are being solicited through the use of this combined proxy statement. Shareholders of Funds that are series of the same Trust will vote together. Each class of shares of each Fund will vote together with the other class of shares of that Fund. Voting by shareholders of one Fund or class will not affect voting by any other Fund or class. PROPOSAL 1 ELECTION OF TRUSTEES The Funds (also referred to herein as the "Panel A Funds") are currently governed by a Board of Trustees which, for purposes of this Proxy Statement, will be known as the Panel A Trustees. Other funds in the John Hancock fund complex (the "Panel C Funds") are governed by a different Board of Trustees (the "Panel C Trustees"). On March 5, 1996, the Panel A Trustees and the Panel C Trustees, including the Trustees who are not "interested persons" (as defined by the Investment Company Act of 1940, as amended (the "1940 Act")) of the Funds (the "Independent Trustees"), voted to approve, and to recommend to the shareholders of their respective Funds that they approve, a proposal to consolidate the Panel A Trustees and the Panel C Trustees so that each Fund will be governed by the same Board of Trustees. The Panel A Trustees hereby recommend to shareholders of each of the Funds that they re-elect their current Trustees and elect the Panel C Trustees (collectively, the "Nominees"). -3- Nine of the sixteen Nominees currently serve as Panel A Trustees and seven of the sixteen Nominees currently serve as Panel C Trustees. Information concerning the Nominees and other relevant factors is discussed below in this Proposal 1. Using the enclosed form of proxy, a shareholder may authorize the proxies to vote his or her shares for the Nominees or may withhold from the proxies authority to vote his or her shares for one or more of the Nominees. If no contrary instructions are given, the proxies will vote FOR the Nominees. Each of the Nominees has consented to his or her nomination and has agreed to serve if elected. If, for any reason, any Nominee should not be available for election or able to serve as a Trustee, the proxies will exercise their voting power in favor of such substitute Nominee, if any, as each of the Fund's Trustees may designate. None of the Funds has any reason to believe that it will be necessary to designate a substitute Nominee. Information Concerning Nominees The following table sets forth each Nominee's principal occupation or employment during the past five years. The table also sets forth the Panel on which each Nominee currently serves and, with respect to Nominees currently serving as Panel A Trustees, the date he or she first became a Trustee of each Fund.
Name, Age and Principal Occupation Position With or Employment First Became Each Trust During Last Five Years A Trustee ---------- ---------------------- --------- Edward J. Boudreau, Jr.* Chairman and Chief Executive Special Value Fund: 1994 (age 51) Officer of the Adviser and The Strategic Income Fund: 1988 Chairman and Chief Executive Berkeley Financial Group ("The Marketplace Fund: 1992 Officer, Panel A and C Funds; Berkeley Group"); Chairman, John Rx Fund: 1988 Nominee Hancock Advisers International Ltd. Pacific Basin Fund: 1988 ("Advisers International"), NM Limited Term Fund: 1988 Capital Management, Inc. ("NM Sovereign Bond Fund: 1988 Capital"), John Hancock Funds, Investor Services, First Signature Bank and Trust Company and Sovereign Asset Management Corporation ("SAMCorp"); Director, John Hancock Capital Corp., John Hancock Freedom Securities Corp. and New England/Canada Business Council; Member, Investment Company Institute Board of Governors; Director, Asia Strategic Growth Fund, Inc.; Trustee, Museum of Science; Vice Chairman and President, the Adviser (until July 1992); Chairman, John Hancock -4- Distributors, Inc. (until April 1994); Trustee or Director and Chairman of 61 funds managed by the Adviser. Dennis S. Aronowitz Professor of Law, Boston University Special Value Fund: 1994 (age 64) School of Law; Trustee, Brookline Strategic Income Fund: 1988 Panel A Trustee; Nominee Savings Bank; Trustee or Director Marketplace Fund: 1992 of 16 funds managed by the Adviser. Rx Fund: 1986 Pacific Basin Fund: 1988 Limited Term Fund: 1988 Sovereign Bond Fund: 1988 Richard P. Chapman, Jr. President, Brookline Savings Bank; Special Value Fund: 1994 (age 61) Director, Federal Home Loan Bank of Strategic Income Fund: 1986 Panel A Trustee; Nominee Boston (lending); Director, Lumber Marketplace Fund: 1992 Insurance Companies (fire and Rx Fund: 1986 casualty insurer); Trustee, Pacific Basin Fund: 1986 Northeastern University; Director, Limited Term Fund: 1973 Depositors Insurance Fund, Inc. Sovereign Bond Fund: 1973 (insurer); Trustee or Director of 16 funds managed by the Adviser. William J. Cosgrove Vice President, Senior Banker and Special Value Fund: 1994 (age 63) Senior Credit Officer, Citibank, Strategic Income Fund: 1991 Panel A Trustee; Nominee N.A. (retired September, 1991); Marketplace Fund: 1992 Executive Vice President, Citadel Rx Fund: 1991 Group Representative Inc.; EVP Pacific Basin Fund: 1991 Resource Evaluation, Inc. Limited Term Fund: 1991 (consulting) (until October 1993); Sovereign Bond Fund: 1991 Trustee, the Hudson City Savings Bank (until October 1993); Trustee or Director of 16 funds managed by the Adviser. Gail D. Fosler Vice President and Chief Economist, Special Value Fund: 1994 (age 48) The Conference Board (nonprofit Strategic Income Fund: 1994 Panel A Trustee; Nominee economic and business research); Marketplace Fund: 1994 Trustee or Director of 16 funds Rx Fund: 1994 managed by the Adviser. Pacific Basin Fund: 1994 Limited Term Fund: 1994 Sovereign Bond Fund: 1994 -5- Bayard Henry Corporate Advisor; Director, Special Value Fund: 1994 (age 64) Fiduciary Trust Company (trust Strategic Income Fund: 1986 Panel A Trustee; Nominee company); Director, Groundwater Marketplace Fund: 1992 Technology, Inc. (remediation); Rx Fund: 1986 Director, Samuel Cabot, Inc.; Pacific Basin Fund: 1986 Advisor, Kestrel Venture Limited Term Fund: 1980 Management; Trustee or Director of Sovereign Bond Fund: 1980 16 funds managed by the Adviser. Anne C. Hodsdon* President and Chief Operating Special Value Fund: 1996 (age 42) Officer, the Adviser and John Strategic Income Fund: 1996 President, Panel A and C Funds; Hancock open-end funds; Director, Marketplace Fund: 1996 Panel A Trustee; Nominee Advisers International, Executive Rx Fund: 1996 Vice President, the Adviser (until Pacific Basin Fund: 1996 December 1994); Senior Vice Limited Term Fund: 1996 President, the Adviser (until Sovereign Bond Fund: 1996 December 1993); Vice President, the Adviser (until 1991); Trustee or Director of 56 funds managed by the Adviser. Richard S. Scipione* General Counsel, John Hancock Special Value Fund: 1994 (age 58) Mutual Life Insurance Company; Strategic Income Fund: 1986 Panel A Trustee; Nominee Director, the Adviser, John Hancock Marketplace Fund: 1992 Funds, Investor Services, John Rx Fund: 1986 Hancock Distributors, Inc., John Pacific Basin Fund: 1986 Hancock Subsidiaries, Inc., John Limited Term Fund: 1985 Hancock Property and Casualty Sovereign Bond Fund: 1985 Insurance and its affiliates (until November 1993), SAMCorp and NM Capital; Trustee, The Berkeley Group; Director, JH Networking Insurance Agency, Inc.; Trustee or Director of 44 funds managed by the Adviser. Edward J. Spellman Partner, KPMG Peat Marwick LLP Special Value Fund: 1994 (age 63) (retired June, 1990); Trustee or Strategic Income Fund: 1990 Panel A Trustee; Nominee Director of 16 funds managed by the Marketplace Fund: 1992 Adviser. Rx Fund: 1990 Pacific Basin Fund: 1990 Limited Term Fund: 1990 Sovereign Bond Fund: 1990 -6- Douglas M. Costle Director, Chairman of the Board and (age 56) Distinguished Senior Fellow, Panel C Trustee; Nominee Institute for Sustainable Communities, Montpelier, Vermont (since 1991); Dean, Vermont Law School (until 1991); Director, Air and Water Technologies Corporation (environmental services and equipment), Niagara Mohawk Power Company (electric services) and MITRE Corporation (governmental consulting services); Trustee or Director of 12 funds managed by the Adviser. Leland O. Erdahl Director of Santa Fe Ingredients (age 67) Company of California, Inc. and Panel C Trustee; Nominee Santa Fe Ingredients Company, Inc. (private food processing companies); Director of Uranium Resources, Inc.; President of Stolar, Inc. (from 1987 to 1991) and President of Albuquerque Uranium Corporation (from 1985 to 1992); Director of Freeport-McMoRan Copper & Gold Company, Inc., Hecla Mining Company, Canyon Resources Corporation and Original Sixteen to One Mine, Inc. (from 1984 to 1987 and from 1991 to 1995) (management consultant); Trustee or Director of 12 funds managed by the Adviser. Richard A. Farrell President of Farrell, Healer & Co., (age 63) (venture capital management firm) Panel C Trustee; Nominee (since 1980); Prior to 1980, headed the venture capital group at Bank of Boston Corporation; Trustee or Director of 12 funds managed by the Adviser. William F. Glavin President, Babson College; Vice (age 65) Chairman, Xerox Corporation (until Panel C Trustee; Nominee June 1989); Director, Caldor Inc., Reebok, Ltd. (since 1994), and Inco. Ltd; Trustee or Director of 12 funds managed by the Adviser. -7- Dr. John A. Moore President and Chief Executive (age 57) Officer, Institute for Evaluating Panel C Trustee; Nominee Health Risks (nonprofit institution) (since September 1989); Trustee or Director of 12 funds managed by the Adviser. Patti McGill Peterson President, St. Lawrence University; (age 52) Director, Niagara Mohawk Power Panel C Trustee; Nominee Corporation and Security Mutual Life; Trustee or Director of 12 funds managed by the Adviser. John W. Pratt Professor of Business (age 64) Administration at Harvard Panel C Trustee; Nominee University Graduate School of Business Administration (since 1961); Trustee or Director of 12 funds managed by the Adviser.
- ---------- * "Interested person," as defined in the 1940 Act, of the Funds or the Adviser. The number of shares of beneficial interest of each class of the Funds beneficially owned by each of the Nominees, directly or indirectly, as of April 22, 1996, is as follows: (See Chart on next page) -8-
Special Value Strategic Income Marketplace RX Fund Pacific Basin Fund Fund Fund Fund Fund Class A Class B Class A Class B Class A Class B Class A Class B Class A Class B ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- Edward J. Boudreau, Jr. Dennis S. Aronowitz Richard P. Chapman, Jr. William J. Cosgrove Gail D. Fosler Bayard Henry Anne C. Hodsdon Richard S. Scipione Edward J. Spellman Douglas M. Costle Leland O. Erdahl Richard A. Farrell William F. Glavin Dr. John A. Moore Patti McGill Peterson John W. Pratt Limited Term Sovereign Bond Fund Fund Class A Class B Class A Class B ------- ------- ------- -------
-9- The information as to beneficial ownership set forth in the above chart is based on statements furnished to the Funds by the Nominees. Each has all voting and investment powers with respect to the shares indicated. None of the Nominees beneficially owned individually, and the Nominees and executive officers of each Fund as a group did not beneficially own, in excess of one percent of the outstanding shares of any of the Funds as of April 22, 1996. The Board of Trustees of each Fund held four meetings during the last completed fiscal year of each Fund. With respect to each Fund, no Trustee with the exception of Mr. Scipione attended fewer than 75% of the aggregate of (1) the total number of meetings of the Trustees of each Fund; and (2) the total number of meetings held by all committees of the Trustees on which he or she served. Each Fund has an Audit Committee of the Trustees. The Committee members for each Fund are: Messrs. Aronowitz, Chapman, Cosgrove, Henry and Spellman and Ms. Fosler. Each of the members of each Audit Committee is an Independent Trustee. The Audit Committee of each Fund held two meetings during the last completed fiscal year of each Fund. The functions performed by the Audit Committee of each Fund are to recommend annually to the Trustees a firm of independent certified public accountants to audit the books and records of each Fund for the ensuing year; to monitor that firm's performance; to review with the firm the scope and results of each audit and determine the need, if any, to extend audit procedures; to confer with the firm and representatives of each Fund on matters concerning each of the Funds' financial statements and reports, including the appropriateness of their accounting practices and of their internal controls and procedures; to evaluate the independence of the firm; to review procedures to safeguard portfolio securities; to approve the purchase by each Fund from the firm of all non-audit services; to review all fees paid to the firm; to recommend to the Trustees, at the request of the Fund's officers or Trustees, a resolution of any potential or actual conflict of interest, and to facilitate communication between the firm and each Fund's officers and Trustees. Each Fund has a Special Nominating Committee of the Trustees known as the Administration Committee (the "Committee"). The Committee members for each Fund are Messrs. Aronowitz, Chapman, Cosgrove, Henry and Spellman and Ms. Fosler. All of the members of each of the Committees are Independent Trustees. Each Fund's Committee held four meetings during the last completed fiscal year of each Fund. Included among the functions of the Committee of each Fund is the selection and nomination for appointment and election of candidates to serve as Trustees who are not "interested persons," as defined in the 1940 Act. Each Committee also coordinates with Trustees who are interested persons in the selection of Fund officers. Each Committee will consider nominees recommended by shareholders to serve as Trustees provided that the shareholders submit such recommendations in compliance with all of the pertinent provisions of Rule 14a-8 under the Securities Exchange Act of 1934. Executive Officers The table below lists the executive officers of each Fund except for the Chairman (Mr. Boudreau) and the President (Ms. Hodsdon). Information about Mr. Boudreau and Ms. Hodsdon is provided under "Information Concerning Nominees." -10-
Name, Age and Position Principal Occupation During With Each Trust The Past Five Years First Became an Officer - --------------- ------------------- ----------------------- Robert G. Freedman Vice Chairman and Chief Investment Special Value Fund: 1994 (age 57) Officer, the Adviser and each of Strategic Income Fund: 1987 Vice Chairman and Chief the John Hancock funds; President, Marketplace Fund: 1992 Investment Officer the Adviser (until December 1994); Rx Fund: 1987 Director, the Adviser, Advisers Pacific Basin Fund: 1986 International, John Hancock Funds, Limited Term Fund: 1987 Investor Services, SAMCorp and NM Sovereign Bond Fund: 1987 Capital; Senior Vice President, The Berkeley Group. James B. Little Senior Vice President, the Adviser, Special Value Fund: 1994 (age 61) The Berkeley Group, John Hancock Strategic Income Fund: 1986 Senior Vice President Funds, and Investor Services; Marketplace Fund: 1992 and Chief Financial Officer Senior Vice President and Chief Rx Fund: 1987 Financial Officer, each of the John Pacific Basin Fund: 1986 Hancock funds. Limited Term Fund: 1986 Sovereign Bond Fund: 1986 Senior Vice President and Thomas H. Drohan Secretary, the Adviser, The Special Value Fund: 1994 (age 59) Berkeley Group and each of the John Strategic Income Fund: 1986 Senior Vice President Hancock funds; Senior Vice Marketplace Fund: 1992 and Secretary President, Investor Services, John Rx Fund: 1987 Hancock Funds and John Hancock Pacific Basin Fund: 1986 Distributors (until 1994); Limited Term Fund: 1978 Director, Advisers International; Sovereign Bond Fund: 1978 Secretary, NM Capital. John A. Morin Vice President, the Adviser, Special Value Fund: 1994 (age 45) Investor Services and John Hancock Strategic Income Fund: 1991 Vice President Funds; Vice President and Marketplace Fund: 1992 Compliance Officer, certain John Rx Fund: 1991 Hancock funds; Counsel, John Pacific Basin Fund: 1991 Hancock Mutual Life Insurance Limited Term Fund: 1991 Company; Vice President and Sovereign Bond Fund: 1991 Assistant Secretary, The Berkeley Group. Susan S. Newton Vice President and Assistant Special Value Fund: 1994 (age 46) Secretary, the Adviser; Vice Strategic Income Fund: 1989 Vice President, President, Assistant Secretary and Marketplace Fund: 1992 Assistant Secretary Compliance Officer, certain John Rx Fund: 1987 and Compliance Officer Hancock funds; Vice President and Pacific Basin Fund: 1986 Secretary, John Hancock Funds, Limited Term Fund: 1984 Investor Services and John Hancock Sovereign Bond Fund: 1984 Distributors (until 1994); Secretary, SAMCorp; Vice President, The Berkeley Group. -11- James J. Stokowski Vice President, the Adviser; Vice Special Value Fund: 1994 (age 49) President and Treasurer, each of Strategic Income Fund: 1987 Vice President and Treasurer the John Hancock funds. Marketplace Fund: 1992 Rx Fund: 1991 Pacific Basin Fund: 1991 Limited Term Fund: 1986 Sovereign Bond Fund: 1986
Remuneration of Officers and Trustees The following tables provide information regarding the compensation paid by each Fund and the other investment companies in the John Hancock fund complex to the current Independent Trustees for their services for the fiscal year end of each Fund. Mr. Boudreau, Ms. Hodsdon, Mr. Scipione and each officer of the Funds are interested persons of the Adviser who are compensated by the Adviser or affiliates and receive no compensation from the Funds. Aggregate Compensation From Each Fund For Each Fund's Last Fiscal Year
Special Strategic Market- Pacific Limited Sovereign Value Income place Rx Basin Term Bond Fund Fund Fund Fund Fund Fund Fund ---- ---- ---- ---- ---- ---- ---- Independent Trustee - ------------------- Dennis S. Aronowitz $154 $ 6,850 $ 0 $ 357 $ 858 $ 3,256 $20,323 Richard P. Chapman, Jr. $ 71 $ 7,060 $ 0 $ 292 $ 75 $ 809 $ 5,554 William J. Cosgrove $ 71 $ 6,850 $ 0 $ 308 $ 49 $ 809 $ 5,554 Gail D. Fosler $154 $ 6,850 $ 0 $ 357 $ 858 $ 3,256 $20,323 Bayard Henry $144 $ 7,060 $ 0 $ 341 $ 833 $ 3,155 $19,605 Edward J. Spellman $154 $ 6,850 $ 0 $ 357 $ 858 $ 3,256 $20,323 Total $748 $41,520 $ 0 $2,012 $3,531 $14,541 $91,682
-12- Total Compensation* Pension or Retirement From Each Fund and Benefits Accrued Other Funds in the as Part of John Hancock Fund Independent Trustee each Fund's Expenses1 Complex - ------------------- --------------------- ------- Dennis S. Aronowitz $ 0 $ 61,050 Richard P. Chapman, Jr. 24,745 $ 62,800 William J. Cosgrove 23,664 $ 61,050 Gail D. Fosler 0 $ 60,800 Bayard Henry 0 $ 58,850 Edward S. Spellman 0 $ 61,050 Total $48,409 $365,600 ======= ======== - ---------- * Total compensation from each Fund and other John Hancock funds is as of December 31, 1995. As of such date there were sixty-one funds in the John Hancock fund complex, of which each of the Independent Trustees served 16. 1 Represents the aggregate value as of December 31, 1995 of the amount of Trustees' fees deferred by each Independent Trustee under the John Hancock Deferred Compensation Plan for Independent Trustees (the "Plan"). Under the Plan, the Independent Trustees may elect to defer the receipt of all or a portion of their Trustees' fees payable by each fund in the John Hancock fund complex. The value of an Independent Trustee's Plan account is determined by a hypothetical investment of the deferred Trustees' fees in certain John Hancock funds selected by the Independent Trustee from a list of designated funds. The Independent Trustees do not beneficially own shares of any John Hancock fund under the Plan and a fund's obligation to make payments of amounts deferred under the Plan is an unsecured liability, payable solely from that fund's general assets. If the value of the Independent Trustees' Plan accounts in all the John Hancock funds were actually received and invested on December 31, 1995 by the Independent Trustees in shares of the John Hancock funds against which the Plan accounts are valued, the Independent Trustees participating in the Plan would own shares of the John Hancock funds as set forth below:
Shares Assuming Hypothetical Investment of Deferred Trustees' Fees ------------------------------------------------------------------ Growth International Special Value Sovereign Bond Sovereign Investors Independent Trustee Fund Fund Fund Fund Fund - ------------------- ------ ------ ------ ------ ------ Dennis S. Aronowitz -- -- -- -- -- Richard P. Chapman, Jr. 1,192 2,490 1,041 -- -- William J. Cosgrove -- -- 995 675 1,875 Gail D. Fosler -- -- -- -- -- Bayard Henry -- -- -- -- -- Edward S. Spellman -- -- -- -- --
Trustees' Recommendation THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS OF THE FUNDS ELECT EACH OF THE NOMINEES TO SERVE AS A TRUSTEE. -13- Required Vote Because your Fund is part of an overriding Trust, your vote will be counted on a Trust-wide basis. Shareholders of each Fund which is a series of a Trust vote together with each other Fund that is a series of the same Trust on the election of Trustees for their Trust. Shareholders of Funds which are series of different Trusts vote separately. Election of each Nominee of a Trust requires a plurality of votes of the shareholders of the entire Trust present at meetings of the shareholders of each Fund which is a series of the Trust, provided, in each case, that there is a quorum. OTHER MATTERS The Funds' management knows of no business to be brought before the Meeting except as described above. However, if any other matters properly come before the Meeting, the persons named in the enclosed form of proxy intend to vote on these matters in accordance with their best judgment. If shareholders would like additional information about the matters proposed for action, the Funds' management will be glad to hear from them and to provide further information. PROXIES AND VOTING AT THE MEETING Any person giving a proxy has the power to revoke it any time prior to its exercise by executing a superseding proxy or by submitting a written notice of revocation to the Secretary of the applicable Fund. In addition, although mere attendance at the Meeting will not revoke a proxy, a Fund shareholder present at the Meeting may withdraw his or her proxy and vote in person. All properly executed and unrevoked proxies received in time for the Meeting will be voted in accordance with the instructions contained in the proxies. If no instruction is given, the persons named as proxies will vote the shares of the Fund represented thereby for the Nominees in Proposal 1, and will use their best judgment in connection with the transaction of other business that may properly come before the Meeting or any adjournment thereof. In addition, John Hancock Mutual Life Insurance Company (the "Life Company") will vote shares of any of the Funds held in individual retirement accounts or tax shelter accounts for which the Life Company acts as custodian and with respect to which no proxies have been received by the Life Company. The Life Company will vote such shares in the same proportion as it has been instructed to vote Fund shares held by all such accounts for which proxies have been received. The Fund shares voted by the Life Company will be counted as present at the Meeting for purposes of establishing a quorum. In the event that, at the time any session of the Meeting is called to order, a quorum is not present in person or by proxy for any Fund, the persons named as proxies with respect to the Fund may vote those proxies that have been received to adjourn the Fund's Meeting to a later date. In the event that a quorum is present but sufficient votes by a Fund's shareholders for the Nominees in Proposal 1 have not been received, the persons named as proxies with respect to the Fund will vote those proxies which they are entitled to vote in favor of the Nominees for such an adjournment, and will vote those proxies required to be voted against the Nominees against any adjournment. A shareholder vote for a Fund may be taken on Proposal 1 prior to the adjournment if sufficient votes for its approval have been received and it is otherwise appropriate. Shares of beneficial interest of each Fund represented in person or by proxy (including shares which abstain or do not vote with respect to the Proposal presented for shareholder approval) will be counted for purposes of determining whether a quorum is present with respect to each Fund at the -14- Meeting. Abstentions will be treated as shares that are present and entitled to vote with respect to the Proposal, but will not be counted as a vote in favor of the Proposal. Accordingly, an abstention from voting on the Proposal has the same effect as a vote against the Proposal. If a broker or nominee holding shares in "street name" indicates on the proxy that it does not have discretionary authority to vote as to the Proposal, those shares will not be considered as present and entitled to vote with respect to the Proposal. Accordingly, a "broker non-vote" has no effect on the voting in determining whether a Nominee has been elected as a Trustee pursuant to Proposal 1. In addition to the solicitation of proxies by mail or in person, each Fund may also arrange to have votes recorded by telephone by officers and employees of the Fund or by personnel of the Adviser, John Hancock Funds or Investor Services. The telephone voting procedure is designed to authenticate a shareholder's identity, to allow a shareholder to authorize the voting of shares in accordance with the shareholder's instructions and to confirm that the voting instructions have been properly recorded. If these procedures were subject to a successful legal challenge, these telephone votes would not be counted at the Meeting. None of the Funds has sought an opinion of counsel on this matter and is unaware of any such challenge at this time. A shareholder will be called on a recorded line at the telephone number appearing in the shareholder's account records and will be asked to provide the shareholder's Social Security number or other identifying information. The shareholder will then be given an opportunity to authorize proxies to vote his or her shares at the Meeting in accordance with the shareholder's instructions. To ensure that the shareholder's instructions have been recorded correctly, the shareholder will also receive a confirmation of the voting instructions in the mail. A special toll-free number will be available in case the voting information contained in the confirmation is incorrect. If the shareholder decides after voting be telephone to attend the Meeting, the shareholder can revoke the proxy at that time and vote the shares at the Meeting. SHAREHOLDERS' PROPOSALS The Funds are not required, and do not intend, to hold meetings of shareholders each year. Instead, meetings will be held only when and if required. Any shareholders desiring to present a proposal for consideration at the next meeting for shareholders of their respective Funds must submit the proposal in writing, so that it is received by the appropriate Fund at 101 Huntington Avenue, Boston, Massachusetts 02199 within a reasonable time before any meeting. IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY Boston, Massachusetts May 17, 1996 JOHN HANCOCK SPECIAL VALUE FUND JOHN HANCOCK STRATEGIC INCOME FUND JOHN HANCOCK GLOBAL MARKETPLACE FUND JOHN HANCOCK GLOBAL RX FUND JOHN HANCOCK PACIFIC BASIN EQUITIES FUND JOHN HANCOCK LIMITED TERM GOVERNMENT FUND JOHN HANCOCK SOVEREIGN BOND FUND -15- JOHN HANCOCK SPECIAL VALUE FUND JOHN HANCOCK STRATEGIC INCOME FUND JOHN HANCOCK GLOBAL MARKETPLACE FUND JOHN HANCOCK GLOBAL RX FUND JOHN HANCOCK PACIFIC BASIN FUND JOHN HANCOCK LIMITED TERM GOVERNMENT FUND JOHN HANCOCK SOVEREIGN BOND FUND SPECIAL MEETING OF THE SHAREHOLDERS - JUNE 26, 1996 PROXY SOLICITATION BY THE BOARD OF TRUSTEES The undersigned, revoking previous proxies, hereby appoint(s) Edward J. Boudreau, Jr., Susan S. Newton and James B. Little, with full power of substitution in each, to vote all the shares of beneficial interest of the above-referenced Fund which the undersigned is (are) entitled to vote at the Special Meeting of Shareholders (the "Meeting") of the Fund to be held at 101 Huntington Avenue, Boston, Massachusetts, on June 26, 1996 at 9:00 a.m., Boston time, and at any adjournment of the Meeting. All powers may be exercised by a majority of said proxy holders or substitutes voting or acting, or, if only one votes and acts, then by that one. Receipt of the Proxy Statement dated May 17, 1996 is hereby acknowledged. If not revoked, this proxy shall be voted: PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE Date __________________, 1996 NOTE: Signature(s) should agree with name(s) printed herein. When signing as attorney, executor, administrator, trustee or guardian, please give your full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. ----------------------- Signature(s) VOTE THIS PROXY CARD TODAY! YOUR PROMPT RESPONSE WILL SAVE YOUR FUND THE EXPENSE OF ADDITIONAL MAILINGS. THIS PROXY SHALL BE VOTED FOR THE NOMINEES IN PROPOSAL 1 IF NO SPECIFICATION IS MADE BELOW. AS TO ANY OTHER MATTER, SAID PROXY OR PROXIES SHALL VOTE IN ACCORDANCE WITH THEIR BEST JUDGEMENT. Please use blue or black ink or dark pencil. Do not use red ink. (1) To elect sixteen Trustees to hold office until their respective successors have been duly elected and qualified. Dennis S. Aronowitz William F. Glavin Edward J. Boudreau, Jr. Bayard Henry Richard P. Chapman, Jr. Anne C. Hodsdon William J. Cosgrove Dr. John A. Moore Douglas M. Costle Patti McGill Peterson Leland O. Erdahl John W. Pratt Richard A. Farrell Richard S. Scipione Gail D. Fosler Edward J. Spellman YOU MAY WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE BY LINING THROUGH OR OTHERWISE STRIKING OUT THE NAME OF ANY NOMINEE. PLEASE DO NOT FORGET TO SIGN THE REVERSE SIDE OF THIS CARD. -----END PRIVACY-ENHANCED MESSAGE-----